Piccadily Agro Industries Ltd Directors Report

*Exceptional Items include profit from the sale of House no 304, Sector 9D, Chandigarh

Sugar Mill commenced crushing operations for the season 2023-24 on 18-11-2023 and closed on 26-03-2024. The comparative operational results over the last two seasons are as follows:

During the season, the mill operated for 130 days and crushed 56.30 lac quintals of sugar cane. The Sugar Mill has produced 548730 quintals of Sugar at an average recovery of 9.75%. The mill also produced 248640 quintals of molasses at an average recovery of 4.44 The Sugar unit of the company has achieved turnover & other income of Rs. 27534.36 lacs ..

b) Distillery

The Distillery unit has achieved a turnover & other income of Rs. 55278.09 lacs and production details are as under:

Country liquor

The Distillery has produced 61,79,868 cases of Malta, under Country liquor category during the year 2023-24.

The brands of the distillery i.e. Malta 50 Degree proof & other brands continue to be well accepted by the people and have become popular brand in the State of Haryana.

Indian Made Foreign Liquor (IMFL)

The Company has produced 8136 cases of Golden Wings whisky 50267cases of Whistler Whisky , 821 cases of Kamet (Single Malt Whisky) 105992 cases of Indri no 1 (Single Malt Whisky), 2796 cases of Camikara Rum and 378 cases of Royal Highland Whisky under the Indian Made Foreign Liquor (IMFL) category. The company is under process of making more Indian made foreign liquor (IMFL) products /brands.

The company has received overwhelming response for Kamet (Single Malt Whisky) & Indri (Single Malt Whisky) from international markets also.

c) Malt Plant

The 10 Kilo Liters per Day Malt Plant to produce Malt Spirit made from Barley is running perfectly. The quality of Malt Spirit produced thereat is of very high standards. The unit has produced 2866602 bulk liters of Malt Spirit during the year 2023-24.

d) Ethanol

During the year the company has produced 3234910 bulk liters of Ethanol from Grain/ENA which has been supplied to various oil manufacturing companies.

Your Directors are pleased to state that the year under review ended with the total income of the Company on standalone basis at Rs. 82894.14 lacs with a Profit before Tax (PBT) of Rs. 14813.36 lacs against the income of Rs 63634.75 lacs and Profit before Tax of Rs. 3464.67 lacs in the previous year. Your Company is continuously putting efforts to increase margins by increasing sales on high margin products and product mix optimization. This has resulted in better margins in the sale of products in the distillery division.

The Consolidated financial statements of the company for the year ended on 31^st March 2024 comprises the Standalone Financial Statements of company and its associates (together referred to as the group )

The Consolidated revenue of the company during the year under review was Rs. 82894.14 lacs with a Profit before Tax of Rs. 14637.37 lacs against Rs. 63,634.75 lacs and profit before tax of Rs. 3325.55 lacs in the previous year.

The Board of Directors of your company, after considering on going new projects & expansion plans has decided that it would be prudent to conserve the funds for the ambitious plans.

Board has decided not to recommend any dividend for the financial year under review.

Your company has subscribed 7,20,000 ordinary Shares of GBP 1 during the year and is holding entire Share capital 1742001 ordinary Shares in M/s Portavadie Distillers & Blenders Limited at United Kingdom to establish a distillery in Scotland to make an entry in distillery segment of foreign markets.

Your company is establishing a distillery of 210 KLPD in the state of Chhattisgarh. Land has already been purchase. Change of land use has already been obtained . The civil work has already been started.

Your company is in the process to enhance the capacity of Distillery at Distt. Karnal to 250 KLPD and is placing necessary orders with the suppliers for the supply of required plant & machinery

The paid up Equity Share Capital as at March 31, 2024 stood at Rs 94.33 Crore consisting of 94339280 equity Shares of Rs.10/- each. During the year under review, the company has not issued Shares or convertible securities or Shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

The Company is in the prosess of making Preferential Allotment of Compulsory Convertible Debentures and Convertible warrants. Its has issued a postal Ballot notice on 30/07/2024.

The Company has Two subsidiaries as per following details:

Associate Company

The Company has one associate at the end of the financial year i.e. M/s. Piccadily Sugar and Allied Industries Limited,

Pursuant to provisions of Section 129 and other applicable provisions of the Act read with Rules made there under, the performance and financial position of the subsidiaries/associate company are annexed in Form AOC-1 and marked as "Annexure-C" to the Annual Financial Statements.

All the Independent Directors (IDs) have provided declaration u/s 149(6) of the Act and Regulation 16(1) of the SEBI (LODR) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the said Section/ Regulation. The Directors also confirm that they are not disqualified to be appointed as Directors and they have not been debarred by SEBI to hold the office of Director.

(b) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Jai Parkash Kaushik (Din no. 02354480) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment.

(c) Appointment/Re-appointment/ Cessation of Directors

Mr. Harvinder Singh Chopra (Din no. 00129891) re-appointed as Managing Director of the Company w.e.f 02^nd August, 2024 for a period of one year till 01/8/2025 subject to the approval of shareholders in the forthcoming Annual General Meeting.

Mr. Dharmendra Kumar Batra (Din no. 07947018) re-appointed as Whole time Director of the Company w.e.f 29^th June, 2024 for a period of one year till 28^th June 2025.subject to the approval of shareholders in the forthcoming Annual General Meeting.

Mr Rajan Talwar (Din No 10620650) has been appointed as an Independent Director on 15^th May 2024.till 14^th May 2029 for a period five years. His appointment has already been approved by shareholders through Postal Ballot.

Ms Heena Gera (Din No 08644677) who was appointed as Director liable to retire by rotation on 20/12/ 2019. Now She is appointed as an Independent Director w.e.f 15^th May 2024 till 14^th May 2029 for a period five years Her appointment has already been approved by shareholders through Postal Ballot.

(d) Number of meetings of Board of Directors

During the year under review 8 (eight) meetings of the Board of Directors were held to transact the business of the company. The time gap between the two consecutive meetings was not exceeding 120 days. Details of the Board meetings including attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this report.

(e) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ( SEBI Listing Regulations ).

The performance of the Board and Committees thereof was evaluated on the basis of the criteria such as the composition and structure, effectiveness of processes, information, involvement of the Members and functioning etc. The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive discussion and inputs in meetings, etc.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the performance of the Board as a whole was evaluated. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The review concluded by affirming that the Board as a whole, the Committees of the Board as well as all of its Members, individually, continued to display commitment to good governance, ensuring a constant improvement of processes and procedures. It was further acknowledged that every individual Member of the Board and the Committee thereof contribute its best in the overall growth of the organization.

(f) Details of Familiarization Programme

The details of the programme for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of industry in which the company operates and related matters are posted on the website of the company at www.picagro.com.

(g) Committees of Board

Pursuant to requirement under Companies Act , 2013 & Listing Regulations the Board has constituted the following committees :

a) Audit Committee b) Stakeholder Relationship Committee. c) Nomination & Remuneration Committee d) Corporate Social Responsibility committee. e) Risk management committee

The details of committees viz composition , number of meeting held & attendance of committee members in the meeting are given in Corporate Governance Report forming part of Annual Report.

(h) Key Managerial Personnel

During the financial year ended March 31, 2024 the following persons are the Whole Time Key Managerial Personnel (KMP) of the Company in term of provision of section 203 of the Companies Act, 2013.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or board under section 143(12) of act and rules framed there under.

10. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company is presented as part of Management Discussion and Analysis Report in a separate section forming part of this report, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

11. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the company subsequent to the close of the financial year 2023-24 till the date of report.

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the regulators or Courts or Tribunal which would impact the going concern status of the company and its future operation. However, Members attention is drawn to the statement on Contingent Liabilities and commitments in the notes forming part of the financial statement.

13. DEPOSITS

Your company has not accepted any deposits from the public during the year. Further there is not any non-compliance of Chapter 5 of Companies Act 2013 and rules framed there under.

14. RISK MANAGEMENT

Your company carries out a periodical exercise to identify various risks involved in the business & operations of the company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the company defines the risk management approach at all levels across the organization including determination of the degree of risks and proper steps to be taken to avoid the probable harm. The Board is updated periodically on the risks identified and steps taken for mitigating them the company has already formulated policy and committee for that purpose.

15. LISTING WITH STOCK EXCHANGE

The Company s share continues to be listed at the BSE Limited (BSE). The Annual Listing fee for the financial year 2024-25 has already been paid..

16. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for executive and non-executive directors and persons who are appointed in Senior Management and Key Managerial positions and to determine their remuneration. The remuneration policy is placed on the Company s website

Disclosure of the ratio of the remuneration of each director to the median employees remuneration and other requisite details pursuant to section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules 2014, is annexed to this Report as

Annexure F

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act. the Report and Accounts are being sent to the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days up to the ensuing AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.

17. AUDITORS & AUDIT REPORT

a. Statutory Auditors

M/s Jain & Associates, the Statutory Auditors of the company were appointed by the members at the 28^th Annual General meeting of the company for an initial term of 5 years i.e. from the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General meeting of the company pursuant to section 139 of the Companies Act 2013.They have confirmed that they are not disqualified from continuing as Auditors of the company.

The Auditors Report does not contain any qualification, reservation or adverse remark. The Notes on Financial statements referred to in the Auditors report are self-explanatory and do not call any further comments.

b. Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 the Board has appointed Mr. Prince Chadha, Practicing Company Secretary as Secretarial Auditors of your company for the financial year 2024-2025.

The Secretarial Audit report for the financial year 2023-24 is annexed to this report as "Annexure-A". The Auditors Report does not contain any qualification, reservation or adverse remark. c. Cost Auditors

The Board of Directors upon recommendation of the Audit committee appointed Mr. Sanjeev .K. Bansal, Cost Accountant as the Cost Auditor of the company to conduct cost audit for its Sugar & Distillery unit the financial year 2024-25.M/s Sanjeev K Bansal & Associates, Cost Accountants, firm Registration no 103128 has submitted a certificate of eligibility for appointment

In accordance with the provisions of section 148 of the Act read with the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the company. Accordingly consent of members is sought in the ensuing Annual General Meeting.

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per "Annexure-B".

20. RELATED PARTY TRANSACTIONS

The Board has framed a Policy on related party transactions and placed the same on the Company s website.

The related party transactions between the Company and the Directors, Key Management Personnel, the subsidiaries, or the relatives have been disclosed in the financial statements in Notes to Financial Statements and compliance of Section 188(1) of the Act have been duly made wherever applicable

Details of material contracts or arrangements at arms length basis are at Annexure-D.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act,2013 are given in the notes to the Financial Statements, and however there is no transaction during the year.

22. INTERNAL CONTROLS

The Company has over the years evolved effective systems and procedures to ensure internal financial controls in all its establishments to ensure orderly and efficient conduct of its business, including adherence to Company s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically.

An effective communication/ reporting system operates between the Units and Corporate Office to keep various establishments abreast of regulatory changes and ensure compliances.

23. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the company.

24. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2022-23 is uploaded on the website of the Company and the same is available at www.picagro.com. The Annual Return for the year 2023-24will be uploaded after filing with the Registrar of Companies in due course.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE-CSR REPORT

(CSR) Policy has been posted on the website at www.picagro.com. In compliance with the disclosure about CSR Policy Rules, 2014. During the year under review, the Company was required to spend Rs. 64,03,821/- on CSR activities. The Company has spent Rs. 65,72,072/-. The amounts have been spent on Promoting health care including preventive health care, (Blood donation camp & Medicines), Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects (Donation of bicycles & Shoes to school going children & water Coolers) Conservation of natural resources and maintaining, quality of soil, air & water

The detailed report as per Section 135 of the Companies Act, 2013 read with the Companies (CSR Policy) Rules, 2014 has been attached as Annexure E.

26. ENVIRONMENT / POLLUTION CONTROL, HEALTH AND SAFETY:

A clean environment and safe operations has always been top priority of the management. Safety of all employees, compliances of environmental regulations and preservation of natural resources are regularly monitored. The effluent and emissions from the plants are regularly monitored and treated. The company has also installed Zero Liquid Discharge (ZLD) facilities.

27. CEO/CFO CERTIFICATION:

In terms of the SEBI (Listing obligation and disclosures requirement) 2015, the Certificate duly signed by Mr. Harvinder Singh Chopra, Managing Director & Mr Balinder Kumar, Chief Financial Officer (CFO) of the Company was placed before the Board of Directors along with the annual financial statements for the year ended on March 31, 2024, at its meeting held on 22^nd April 2024. The said Certificate is also annexed to the Corporate Governance Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE& POLICIES

Pursuant to regulation 34 (3) of SEBI (Listing obligation and disclosure requirements) 2015.Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report as per Annexure-G .

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and disclosures requirement) 2015 has adopted policies such as Related Party Transaction, Corporate Social Responsibility Policy, Whistle Blower , Vigil Mechanism policy etc. These policies are available on the website of the company and can be viewed on www.picagro.com.

Your board has in accordance with the requirements of Companies Act 2013 &SEBI (Listing obligation and disclosure requirements) 2015, has formed Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Audit Committee & Stakeholders relationship Committee and Risk Management Committee is given in "Annexure-G".

29. VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy/Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Company s code of conduct. The aforesaid policy has also been uploaded on the Company s website

30. INSURANCE

The Company has taken adequate Insurance policies for its assets against the possible risks like fire, flood, public liability, marine etc.

31. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSED ACT 2013)

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 , the Company has constituted Internal Complaints Committees at all its workplaces. There has been no complaint reported in this regard to any of the Committees.

32. EMPLOYEES AND INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workmen in all its establishments.

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days up to the ensuing AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.

33. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 134 (3) (c) and section 134(5) of the Companies Act 2013, Directors state that: a) sound accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year; b) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; c) the Annual Accounts have been prepared on a going concern basis;Interz d) proper internal financial controls have been laid to be followed by the Company and such internal financial controls are adequate and were operating effectively; and e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

34. SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

35. OTHER DISCLOSURES

36. APPRECIATION

The Directors acknowledge the cooperation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers, Sugarcane farmers, Society at large, Vendors and valued shareholders of the Company. The Directors also place on record their appreciation for the all-round co-operation and contribution made by the employees at all levels.

Annexure-A

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

To,

The Members of

Piccadily Agro Industries Limited, Village Bhadson, Umri- Indri Road, Tehsil Indri, Distt: Karnal, Haryana 132109.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PICCADILY AGRO INDUSTRIES LIMITED (hereinafter called the Company ). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my/our verification of the PICCADILY AGRO INDUSTRIES LIMITED S books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by PICCADILY AGRO INDUSTRIES LIMITED ( the Company ) for the financial year ended on March 31, 2024 under the provisions of below mentioned regulations, which were shared with me.

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2013

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

c) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021: Not Applicable during the financial year under review.

d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018- Not Applicable to the company during the financial year under review.

e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018: Not Applicable as there was no instance of Buy-Back during the financial year.

f) The erstwhile Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and Chapter V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- Not applicable as the company has not issued any debt securities during the financial year under review. g) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021: Not applicable during the financial year under review.

h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client- Not applicable as the company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review.

i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021- Not applicable as the company has not delisted any securities from any stock exchange during the financial year under review.

I have also examined, on test check basis, the relevant documents and records maintained by the Company according to the following laws applicable specifically to the Company and the Company has materially complied with the provisions as reported by Management of the company:

a. Sugar Cess Act, 1982 b. Essential Commodities Act, 1955 c. Sugar Development Fund Act, 1982 d. Levy Sugar Price Equalization Fund Act, 1976

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the institute of company Secretaries of India (ICSI);

(ii) The Securities and Exchange Board of India (Listing Obligation Disclosure Requirements) Regulations, 2015; and

(iii) The Listing Agreements entered into by the Company with BSE Limited;

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

During the period under review, the Company has generally complied with the provision of the Acts, Rules, Regulations, Guidelines and Standards etc. except in respect of matters specified below:

Based on our examination and the information received and records maintained, I further report that:

I further report that apart from the instances stated above, there were no instances of:

(i) Public/ Right/ Preferential issue of shares / debentures / sweat equity.

(ii) Redemption / buy-back of securities.

(iii) Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013.

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

As informed by Company, I/We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines referred to above and the following acts and rules prescribed thereunder to the extent applicable to the company:-

a. Factories Act, 1948 b. Payment of Wages Act, 1936, and rules made thereunder, c. The Minimum Wages Act, 1948, and rules made thereunder, d. Employees State Insurance Act, 1948, and rules made thereunder, e. The Employees Provident Fund and Miscellaneous Provisions Act, 1952, and rules made thereunder, f. The Payment of Bonus Act, 1965, and rules made thereunder, g. Payment of Gratuity Act, 1972, and rules made thereunder, h. The Contract Labour (Regulation) and Abolition Act, 1970 i. The Child Labour Prohibition and Regulation Act, 1986 j. The Employees Compensation Act, 1923 k. The Apprentice Act, 1961 l. Equal Remuneration Act, 1976 m. The Environment (Protection) Act, 1986

n. The Water (Prevention & Control of Pollution) Act, 1974, Read with Water (Prevention & Control of Pollution) Rules,1975,

o. Industrial Dispute Act, 1947 p. Sexual Harassment of women at workplace Act ,2013 q. The Maternity Benefit Act,1961

However, the compliance by the Company of the applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed by me since the same have been subject to review by statutory auditors and other professionals.

I further report that during the audit period no specific events/ actions has taken place which has major bearing on the Company s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards.

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

To,

The Members,

Piccadily Agro Industries Limited, Village Bhadson, Umri- Indri Road, Tehsil Indri, Distt: Karnal, Haryana 132109.

My report of even date is to be read along with this letter.

ANNEXURE TO DIRECTORS REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

C. FOREIGN EXCHANGE EARNING AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

The information is given in Notes to financial statements.

Annexure-C

Annexure to the Directors Report for the year 2023-24 Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Portavadie Distillers and Blenders Limited have been incorporated on 30/04/2021 as subsidiary company

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

*Note: There is significant influence due to percentage of shareholding

Annexure-D

Annexure to the Directors Report for the year 2023-24 FORM No. AOC – 2

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm s length transactions under third proviso thereto:

Annexure-E

ANNEXURE TO THE BOARDS REPORT

DETAILS OF CSR ACTIVITIES OF THE COMPANY FOR THE FINANCIAL YEAR 2023-2024

The Company firmly believes in Corporate Social Responsibilities (CSR) and commits to take initiatives to contribute to harmonious and suitable development of the Society and its inhabitants. The Company has pursued CSR activities for the welfare work directly. The Company has given preference for the welfare activities in the local areas of its manufacturing sites and corporate office.

The Company s Composition of CSR Committee, CSR Policy and CSR projects approved by the Board can be viewed at the website of the Company at www.picagro.com

The Company has been conducting internal impact assessments to monitor and evaluate its strategic CSR programs.

7. a) Two percent of the average net profit of the Company as per section 135 (5). Rs. 67,21,022 b) Surplus arising out of the CSR projects or programmers or activities of the previous financial years :Nil c) Amount required to be set off for the financial year, if any: Rs. 3,17,201 d) Total CSR obligation for the financial year (7a + 7b +7c): Rs. 67,21,022 Total Excess Amount for previous year available for set off (2022-2023) : .3,17,201 Final Amount after set off excess amount = 67,21,022-3,17,201= 64,03,821

(b) Details of CSR amount spent against ongoing projects for the financial year:

(c) Details of CSR amount spent against other than ongoing projects for the financial year: (In Rs)

(d) Amount spent in Administrative Overheads: NIL (e) Amount spent on Impact Assessment, if applicable: NIL

(f) Total amount spent for the Financial Year (8b+8c+8d+8e)- 65,72,072/-(g) Excess amount for set off, if any: 0/-

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details). nil (a) Date of creation or acquisition of the capital asset(s). NIL

(b) Amount of CSR spent for creation or acquisition of capital asset NIL

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. NIL

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).NIL

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).: NA

ANNEXTURE TO THE DIRECTORS REPORT

DISCLOSURE REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMNUNERATION OF MANAGERIAL PERSONNEL) RULES,2014